Transcription

1 Exhibit 2.01 CERTIFICATE OF MERGER of PREMCOR INC. (a Delaware corporation) with and into VALERO ENERGY CORPORATION (a Delaware corporation) Pursuant to the provisions of Section 251(c) of the General Corporation Law of the State of Delaware (the DGCL ), Valero Energy Corporation, a Delaware corporation ( Valero ), hereby certifies the following information relating to the merger (the Merger ) of Premcor Inc., a Delaware corporation ( Premcor ), with and into Valero: FIRST: The names and states of incorporation of the constituent corporations (the Constituent Corporations ) in the Merger are: Name Valero Energy Corporation Premcor Inc. State of Incorporation Delaware Delaware SECOND: The Agreement and Plan of Merger, by and among Valero and Premcor, dated as of April 24, 2005 (the Merger Agreement ), setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the requirements of Section 251 of the DGCL. THIRD: The name of the corporation surviving the Merger (the Surviving Corporation ) is Valero Energy Corporation. FOURTH: The certificate of incorporation of Valero, as in effect immediately prior to the effective time of the Merger, shall be the Certificate of Incorporation of the Surviving Corporation. FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation whose address is One Valero Way, San Antonio, Texas SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any Constituent Corporation. C:\Documents and Settings\vra068\Local Settings\Temporary Internet Files\OLK1E3\Exh Certificate of Merger.doc

2 SEVENTH: This Certificate of Merger, and the Merger provided for herein, shall become effective at 9:00 a.m. EST on September 1, IN WITNESS WHEREOF, Valero Energy Corporation has caused this Certificate of Merger to be executed by its duly authorized officer on August 31, VALERO ENERGY CORPORATION By: /s/ Jay D. Browning Name: Jay D. Browning Title: Vice President Corporate Law and Secretary C:\Documents and Settings\vra068\Local Settings\Temporary Internet Files\OLK1E3\Exh Certificate of Merger.doc

3 Exhibit RESTRICTED UNIT AGREEMENT This Restricted Unit Agreement (the Agreement ) dated October 20, 2005 is by and between Valero Energy Corporation, a Delaware corporation ( Valero ), and William E. Greehey, Chief Executive Officer of Valero ( Greehey ). 1. Grant of Restricted Units. Valero hereby grants to Greehey 60,110 Restricted Units representing the right to receive certain cash payments from Valero on the Vesting Dates set forth below. The amount of cash payable to Greehey on each Vesting Date will be equal to the product of: (a) the number of Restricted Units vesting on that date, multiplied by (b) the fair market value on that date of one share of Valero common stock, $.01 par value ( Common Stock ). For purposes of this Agreement, fair market value means the average of the high and low reported sales price per share of Common Stock as reported on the New York Stock Exchange as of the relevant measuring date, or if there are no sales on the NYSE on that measuring date, then as of the next following day on which there were sales. Such cash payments shall be made on or as soon as reasonably practical following the applicable Vesting Date, but in any event by no later than the 15th day of the third month following the end of the year in which the applicable Vesting Date occurs. 2. Dividend Rights. In addition to the right to receive cash on each Vesting Date as described in Section 1 above, Greehey will be entitled to receive periodic cash payments in relation to dividends that are paid on Valero s common stock (the Dividend Rights ). For purposes of the settlement of Greehey s Dividend Rights under this Agreement, Greehey will be deemed to be a holder of one share of Valero Common Stock for each unvested Restricted Unit held by Greehey. As and when dividends are declared on Valero s Common Stock, in settlement of the Dividend Rights granted hereunder Greehey will be entitled to receive a cash payment equal to the product of: (a) the declared dividend per share on Valero s Common Stock, multiplied by (b) the number of unvested Restricted Units held by Greehey on the dividend record date. Cash payments in settlement of any Dividend Right shall be made by the last day of the fiscal quarter during which dividends on Valero s Common Stock are paid, but in any event by no later than the 15th day of the third month following the end of the year in which the applicable dividends on Valero s Common Stock are paid. 3. Vesting. The Restricted Units will vest in the following increments on the following dates: 12,022 on October 20, 2006; 12,022 on October 20, 2007; 12,022 on October 20, 2008; 12,022 on October 20, 2009; 12,022 on October 20, 2010; (each a Vesting Date ). 4. Termination of Employment. If Greehey s employment with Valero is terminated by Greehey (whether through retirement, death, disability or otherwise), or is terminated by Valero without cause (as defined per the Employment Agreement then in effect between Valero and Greehey, or if none, then the Employment Agreement presently in effect on the date hereof, as amended) (hereafter, as applicable, the Employment Agreement ), then any Restricted Units that have not vested as of the date of termination of Greehey s employment shall not be forfeited and shall continue to vest in accordance with the vesting schedule set forth in Section 3 above. If, however, Greehey s employment is terminated by Valero for cause (as defined per the Employment Agreement), then those Restricted Units that have not yet vested on the date of termination of Greehey s employment Page 1 C:\Documents and Settings\vra068\Local Settings\Temporary Internet Files\OLK1E3\Exh Greehey Restricted Unit Agreement.doc

4 shall be forfeited as of that date and Greehey shall not be entitled to Dividend Rights or any other payments with respect thereto. 5. Withholding. Valero is hereby authorized to withhold from any settlement of the Restricted Units or Dividend Rights the amount of any applicable withholding taxes with respect to such settlement, and to take any other action necessary to satisfy all obligations for the payment of the taxes. 6. Reorganization Event. In the event of any stock dividend, rights distribution, split-up, recapitalization, share exchange, merger, consolidation, stock acquisition, spin-off, separation, reorganization, liquidation or other similar event (any one of which being hereafter referred to as a Reorganization Event ), as a result of which (i) shares or other securities of any class or rights shall be issued in respect of outstanding shares of Common Stock, or (ii) shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes or other securities, then the Restricted Units granted under this Agreement shall be affected as follows. Upon the closing of the Reorganization Event, each unvested Restricted Unit shall be treated as one share of Common Stock for purposes of determining the number of unvested Restricted Units owned by Greehey immediately following the Reorganization Event. 7. Change of Control. Defined. A Change of Control shall be deemed to occur when: (a) (b) (c) (d) the stockholders of Valero approve any agreement or transaction pursuant to which: (i) Valero will merge or consolidate with any other entity (other than a wholly owned subsidiary of Valero) and will not be the surviving entity (or in which Valero survives only as the subsidiary of another entity); (ii) Valero will sell all or substantially all of its assets to any other person or entity (other than a wholly owned subsidiary of Valero); or (iii) Valero will be liquidated or dissolved; any "person" or "group" (as these terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) other than Valero, any subsidiary of Valero, any employee benefit plan of Valero or its subsidiaries, or any entity holding shares of Common Stock for or pursuant to the terms of such employee benefit plans, is or becomes an "Acquiring Person" as defined in the Rights Agreement dated June 18, 1997 between Valero and Computershare Investor Services, L.L.C., as successor Rights Agent to Harris Trust and Savings Bank, as amended (or any successor Rights Agreement), or, if no Rights Agreement is then in effect, such person or group acquires or holds such number of shares as, under the terms and conditions of the most recent such Rights Agreement to be in force and effect, would have caused such person or group to be an "Acquiring Person" thereunder; any "person" or "group" shall commence a tender offer or exchange offer for 15% or more of the shares of Common Stock then outstanding, or for any number or amount of shares of Common Stock which, if the tender or exchange offer were to be fully subscribed and all shares of Common Stock for which the tender or exchange offer is made were to be purchased or exchanged pursuant to the offer, would result in the acquiring person or group directly or indirectly beneficially owning 50% or more of the shares of Common Stock then outstanding; individuals who, as of any date, constitute Valero s Board of Directors (the "Incumbent Board") thereafter cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director whose election, or nomination for election by Valero's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though Page 2 C:\Documents and Settings\vra068\Local Settings\Temporary Internet Files\OLK1E3\Exh Greehey Restricted Unit Agreement.doc

5 such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or group other than the Board of Directors; (e) the occurrence of the Distribution Date (as defined in the Rights Agreement dated June 18, 1997 between Valero and Computershare Investor Services, L.L.C., as successor Rights Agent to Harris Trust and Savings Bank, as amended); or (f) any other event determined by Valero s Board of Directors or the Compensation Committee thereof to constitute a "Change of Control" hereunder. 8. Actions of Compensation Committee. The Compensation Committee, as constituted before a Change of Control, is hereby authorized, and has sole discretion to take any one or more of the following actions, whether in connection with a Change of Control or otherwise: (a) (b) adjust any unvested Restricted Units as the Compensation Committee deems appropriate to reflect a Change of Control; or cause any unvested Restricted Units to be assumed, or new rights substituted therefor, by the acquiring or surviving corporation after a Change of Control. The Compensation Committee may in its discretion include other provisions and limitations in any amended Restricted Unit Agreement as it may deem equitable and in the best interests of Valero. 9. Rights as Stockholder. Except for the Dividend Rights described above, neither Greehey nor any person claiming by, through or under Greehey with respect to the Restricted Units shall have any rights as a stockholder of Valero (including, without limitation, voting rights). 10. Assignment. (a) This Agreement and Greehey s interest in the Restricted Units and Dividend Rights granted by this Agreement are of a personal nature, and, except as expressly provided below, Greehey s rights with respect thereto may not be sold, mortgaged, pledged, assigned, transferred, conveyed or disposed of in any manner by Greehey. Any such attempted sale, mortgage, pledge, assignment, transfer, conveyance or disposition shall be void, and Valero shall not be bound thereby. (b) Cash payments upon settlement of the Restricted Units and Dividend Rights may be made only to Greehey, during his lifetime, or to his beneficiary(ies) after his death. After Greehey s death, any cash settlements with respect to Restricted Units or Dividend Rights will be made to Greehey s beneficiary(ies) as designated under Greehey s Valero Energy Corporation Beneficiary Designation Form, or if there is no such designation, to the beneficiary(ies) designated in Greehey s last will and testament. 11. Successors. This Agreement shall be binding upon any successors of Valero and upon the beneficiaries, legatees, heirs, administrators, executors and legal representatives of Greehey. Page 3 C:\Documents and Settings\vra068\Local Settings\Temporary Internet Files\OLK1E3\Exh Greehey Restricted Unit Agreement.doc

6 12. No Trust Fund. This Agreement shall not create or be construed to create a trust or separate fund of any kind or any fiduciary relationship between Valero and Greehey or any other person with respect to the Restricted Units and Dividend Rights. To the extent that any person acquires a right to receive payments from Valero under this Agreement, such right shall be no greater than the right of any unsecured general creditor of Valero. 13. Governing Law. The validity, construction, and effect of this Agreement shall be determined in accordance with the laws of the State of Texas. 14. Compliance with Section 409A. This Agreement and the award evidenced hereby are intended to comply, and shall be administered consistently, in all respects with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. If necessary in order to ensure such compliance, this Agreement may be reformed consistent with guidance issued by the Internal Revenue Service. VALERO ENERGY CORPORATION By:/s/ Keith D. Booke Keith D. Booke Executive Vice President and Chief Administrative Officer /s/ William E. Greehey WILLIAM E. GREEHEY Page 4 C:\Documents and Settings\vra068\Local Settings\Temporary Internet Files\OLK1E3\Exh Greehey Restricted Unit Agreement.doc

7 Exhibit RESTRICTED STOCK AGREEMENT Valero Energy Corporation 2005 Omnibus Stock Incentive Plan This Restricted Stock Agreement ( Agreement ) is between Valero Energy Corporation, a Delaware corporation ( Valero ), and «First_Name» «Middle_Name» «Last_Name», an employee of Valero Energy Corporation or one of its Affiliates ( Employee ), who agree as follows: 1. Introduction. Pursuant to the Valero Energy Corporation 2005 Omnibus Stock Incentive Plan (the Plan ), on «Option_Date», Employee was awarded «Shares_Granted» shares of Common Stock of Valero under the Plan to Employee as Restricted Stock (as defined in the Plan). The parties hereby enter into this Agreement to evidence the terms, conditions and restrictions applicable to the Restricted Stock. 2. The Plan, Restrictions, Vesting. The Plan is incorporated herein by reference for all purposes, and Employee hereby agrees to the terms and conditions stated therein applicable to the Restricted Stock and the rights and powers of Valero and the Compensation Committee as provided therein. In addition, Employee agrees as follows: 2.01 Except to the extent otherwise provided in the Plan or this Agreement, shares of Restricted Stock issued to Employee under the Plan may not be sold, exchanged, pledged, hypothecated, transferred, garnished or otherwise disposed of or alienated prior to vesting Employee's rights to and interest in the shares of Restricted Stock described herein shall vest and accrue to Employee in the following increments: «Shares_Period_1» shares on «Vest_Date_Period_1»; «Shares_Period_2» shares on «Vest_Date_Period_2»; «Shares_Period_3» shares on «Vest_Date_Period_3»; «Shares_Period_4» shares on «Vest_Date_Period_4»; and «Shares_Period_5» shares on «Vest_Date_Period_5». The restrictions described in Section 2 of this Agreement shall terminate prior to the expiration of such five-year period (i) upon the retirement, death or total and permanent disability of Employee, or (ii) if a Change of Control with respect to Valero should occur, as set forth in Article 15.4 of the Plan. In the event Employee's employment with Valero is terminated, the provisions set forth in Article 9 of the Plan shall apply Employee agrees that in lieu of certificates representing Employee's shares of Restricted Stock, the Restricted Stock and any Shares issuable in connection with their vesting may be issued in uncertificated form pursuant to the Direct Registration Service of Valero s stock transfer agent If, as the result of a stock split, stock dividend, combination of shares or any other change, including an exchange of securities for any reason, the Employee shall be entitled to new or additional or different shares of stock or securities, such stock or securities shall be subject to the terms and conditions of the Plan and this Agreement 3. Limitation. The Employee shall have no rights with respect to any shares of Restricted Stock not expressly conferred by the Plan or this Agreement.

8 4. Miscellaneous. All capitalized terms contained in this Agreement shall have the definitions set forth in the Plan unless otherwise defined herein. This Agreement shall be binding upon the parties hereto and their respective beneficiaries, heirs, administrators, executors, legal representatives, and successors. 5. Code Section 409A. The issuance of shares under this Award shall be made on or as soon as reasonably practical following the applicable date of vesting, but in any event no later than the 15th day of the third month following the end of the year in which the applicable date of vesting occurs. With respect to the receipt of dividends, the payment of dividends shall be made by the last day of the fiscal quarter during which dividends on Valero Common Stock are paid, but in any event by no later than the 15th day of the month following the end of the year in which the applicable dividends on Valero Common Stock are paid. This Agreement and the award evidenced hereby are intended to comply, and shall be administered consistently, in all respects with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. If necessary in order to ensure such compliance, this Agreement may be reformed consistent with guidance issued by the Internal Revenue Service. EFFECTIVE as of the «Option_Date»th day of «Option_Date», «Option_Date». VALERO ENERGY CORPORATION Roy M. (Mike) Crownover, Sr. Vice President-Human Resources «First_Name» «Middle_Name» «Last_Name» Employee

10 Exhibit CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William E. Greehey, the principal executive officer of Valero Energy Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 9, 2005 /s/ William E. Greehey William E. Greehey Chief Executive Officer

11 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael S. Ciskowski, the principal financial officer of Valero Energy Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 9, 2005 /s/ Michael S. Ciskowski Michael S. Ciskowski Executive Vice President and Chief Financial Officer

12 Exhibit CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Valero Energy Corporation (the Company) on Form 10-Q for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, William E. Greehey, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ William E. Greehey William E. Greehey Chief Executive Officer November 9, 2005 A signed original of the written statement required by Section 906 has been provided to Valero Energy Corporation and will be retained by Valero Energy Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

13 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Valero Energy Corporation (the Company) on Form 10-Q for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael S. Ciskowski, Executive Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Michael S. Ciskowski Michael S. Ciskowski Executive Vice President and Chief Financial Officer November 9, 2005 A signed original of the written statement required by Section 906 has been provided to Valero Energy Corporation and will be retained by Valero Energy Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Founder Stock Purchase Agreement Document 1330A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) (Originally incorporated on November 25, 1986, under the name CL Acquisition Corporation) FIRST. The

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION FIRST: NAME. The name of the Corporation is Science Applications International Corporation. SECOND: ADDRESS.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of BAXTER INTERNATIONAL INC. Pursuant to Sections 242 and 245 of the General Corporation Law of Delaware Baxter International Inc., a corporation organized

LUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION 1.1 Purpose of Plan The purpose of the Plan is to secure for the Company and its shareholders the benefits of incentive inherent

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BAXALTA INCORPORATED Pursuant to Sections 228, 242 and 245 of the Delaware General Corporation Law Baxalta Incorporated (hereinafter in this Amended

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HERTZ GLOBAL HOLDINGS, INC. HERTZ GLOBAL HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies

CERTIFICATE OF DESIGNATION OF PREFERRED STOCK OF LIGHTING SCIENCE GROUP CORPORATION To Be Designated Series B Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION (including amendments through May 24, 2011) ARTICLE I The name of the corporation is Valero Energy Corporation. ARTICLE II The address

Sixth Amended and Restated Certificate of Incorporation of Visa Inc. Visa Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation ), hereby certifies that: 1.

June 10, 2009 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DOMTAR CORPORATION The corporation was incorporated under the name Weyerhaeuser TIA, Inc. by the filing of its original Certificate of

CERTIFICATE OF DESIGNATION OF TERMS OF NON-CUMULATIVE CONVERTIBLE SERIES 2004-1 PREFERRED STOCK 1. Designation, Par Value and Number of Shares. The designation of the series of preferred stock of the Federal

THE BOEING COMPANY AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE BOEING COMPANY, a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify

RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. [As amended May 6, 2011] Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Form: Description: Orientation: Reference to Other Document: Investor Information: Stock Subscription Agreement This is a sample form of Stock Subscription Agreement for the purchase of common stock in

RESTATED ARTICLES OF INCORPORATION OF NEXTERA ENERGY, INC. ARTICLE I Name The name of the Corporation is NextEra Energy, Inc. ARTICLE II Purpose The purpose for which the Corporation is organized is the

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DYNEGY INC. Pursuant to Section 303 of the Delaware General Corporation Law Dynegy Inc., a corporation duly organized and validly existing under

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT

MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (As amended) 1 The Company wishes to attract employees to the Company, its Subsidiaries and Affiliates and to induce employees to remain

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPHABET INC. a Delaware Corporation Alphabet Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation ),

NOTICE OF MERGER AND APPRAISAL RIGHTS MERGER OF MERGE ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF MERGE HEALTHCARE INCORPORATED WITH AND INTO ETRIALS WORLDWIDE, INC. To Former Holders of Record of Common

Restated Certificate of Incorporation ARTICLE I The name of the corporation (which is hereinafter referred to as the "Corporation") is: Tupperware Brands Corporation ARTICLE II The address of the Corporation's

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AQUABOUNTY TECHNOLOG IES, INC. AQUABOUNTY TECHNOLOGIES, INC., a corporation organized and existing under the laws of the state of Delaware (the Corporation

RESTATED CERTIFICATE OF INCORPORATION OF CHEVRON CORPORATION Chevron Corporation, a corporation organized and existing under the laws of the State of Delaware (the Corporation ), hereby certifies as follows:

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SERVICEMASTER GLOBAL HOLDINGS, INC. FIRST. Name. The name of the Corporation is ServiceMaster Global Holdings, Inc. SECOND. Registered Office.

CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION OF SOUTHERN CALIFORNIA EDISON COMPANY The undersigned, ROBERT C. BOADA and BARBARA E. MATHEWS, hereby certify that they are the duly elected and acting

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WPX Energy, Inc. (a Delaware corporation) WPX ENERGY, INC., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY

Delaware PAGE I The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "JACOBS ENGINEERING

RESTATED CERTIFICATE OF INCORPORATION OF WYNDHAM WORLDWIDE CORPORATION Wyndham Worldwide Corporation (the Corporation ), a corporation organized and existing under the General Corporation Law of the State

Delaware PAGE I The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "THE BLACKSANDS

LIMITED LIABILITY COMPANY AGREEMENT OF CANTOR EXCHANGE, LLC THE UNDERSIGNED is executing this Limited Liability Company Agreement (this Agreement ) for the purpose of forming a limited liability company

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EPICEPT CORPORATION EpiCept Corporation, a Delaware corporation (the Corporation ), does hereby certify that: FIRST: The name of the Corporation

(CONFORMED COPY) UNITED TECHNOLOGIES CORPORATION Restated Certificate of Incorporation May 5, 2006 RESTATED CERTIFICATE OF INCORPORATION of UNITED TECHNOLOGIES CORPORATION Pursuant to Section 245 of the

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DUKE ENERGY CORPORATION DUKE ENERGY CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the Corporation ), DOES

Delaware PAGE I The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

UnitedHealth Group Employee Stock Purchase Plan Prospectus May 2011 These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEAD JOHNSON NUTRITION COMPANY The undersigned, William P Pool, certifies that he is the Senior Vice President, General Counsel and Secretary

CERTIFICATE OF INCORPORATION OF ERF WIRELESS, INC. FIRST: The name of the corporation is ERF WIRELESS, INC. SECOND: The address of the Corporation's registered office in the State of Nevada is 6100 Neil

1 NATIONAL CONTRACTORS INSURANCE COMPANY, INC., A RISK RETENTION GROUP NOTICE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT This policy is issued by your risk retention group. Your risk retention group may not

RESTATED CERTICIFATE OF INCORPORATION OF THE WALT DISNEY COMPANY ARTICLE I NAME The name of the Corporation is The Walt Disney Company. ARTICLE II ADDRESS OF REGISTERED OFFICE; NAME OF REGISTERED AGENT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNCOKE ENERGY, INC. SunCoke Energy, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NYSE GROUP, INC. NYSE Group, Inc. (the Corporation ), a corporation organized and existing under the Delaware General Corporation Law, as amended

RESTATED CERTIFICATE OF INCORPORATION OF BECTON, DICKINSON AND COMPANY AS OF JANUARY 29, 2013 Becton, Dickinson and Company, a corporation organized and existing under the laws of the State of New Jersey,

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORCHIDS PAPER PRODUCTS COMPANY ARTICLE FIRST The name of the Corporation is Orchids Paper Products Company. ARTICLE SECOND The address of the registered

RESTATED CERTIFICATE OF INCORPORATION OF TELEPHONE AND DATA SYSTEMS, INC. Telephone and Data Systems, Inc., a corporation organized and existing under and pursuant to the provisions of the General Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event

SPECIAL - PURPOSE LIMITED LIABILITY COMPANY AGREEMENT OF. LLC This Special - Purpose Limited Liability Company Agreement of.. LLC (the Agreement ) is entered into by a CYNTHIA P. FLETCHER as Authorized

BOX, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Box, Inc. (the Corporation ), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The

CERTIFICATE OF INCORPORATION OF CORE-MARK HOLDING COMPANY, INC. ARTICLE ONE The name of the Corporation is Core-Mark Holding Company, Inc. ARTICLE TWO The address of the Corporation s registered office

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GANNETT SPINCO, INC. Gannett Spinco, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and

This Fouder-Friendly Certificate of Incorporation has been prepared by Forefront Law Group for general information purposes only and does not constitute advertising, a solicitation, or legal advice. The

RESTATED CERTIFICATE OF INCORPORATION OF AUTOLIV, INC. AUTOLIV, INC., a Delaware corporation, the original Certificate of Incorporation of which was filed with the Secretary of State of the State of Delaware

Orrick's Technology Companies Group Start-Up Forms Library The attached document is part of the Start-Up Forms Library provided by Orrick's Technology Companies Group. By using/viewing the attached document,

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PEABODY ENERGY CORPORATION Adopted May 21, 2001 (As Amended Through September 30, 2015) FIRST: The name of the corporation is Peabody Energy Corporation.

STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this Agreement ) is made as of, 2015, by and between Histogen Inc., a Delaware corporation (the Company ), and (hereinafter referred to as the Investor

STATE of DELAWARE RESTATED CERTIFICATE of INCORPORATION of JACK HENRY & ASSOCIATES, INC. At a meeting of the Board of Directors of Jack Henry & Associates, Inc. held on August 26, 2003, a resolution was

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CENTRUS ENERGY CORP. Centrus Energy Corp. (the Existing Corporation ), a corporation organized and existing under and by virtue of the General Corporation

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WOLVERINE WORLD WIDE, INC. Wolverine World Wide, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EVERBANK FINANCIAL CORP EverBank Financial Corp, a corporation organized and existing under and by virtue of the provisions of the General Corporation

SECURED DEMAND NOTE COLLATERAL AGREEMENT This Secured Demand Note Collateral Agreement (the "Agreement") is effective as of the day of, 20 by and between the "Lender") and (the "Borrower"), who mutually

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BEST BUY CO., INC. ARTICLE I NAME The name of this corporation shall be Best Buy Co., Inc. ARTICLE II REGISTERED OFFICE; REGISTERED AGENT The registered

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DR PEPPER SNAPPLE GROUP, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law, a corporation organized and existing under the

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Fluor Corporation (the Corporation ), a corporation organized and existing under the General Corporation Law of the State of Delaware (the General Corporation

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TRIM NEVADA, INC. TRIM NEVADA, INC. (hereinafter the Corporation ), a Nevada corporation organized and existing under and by virtue of the State of Nevada,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

Form: Description: Action by Unanimous Written Consent of the Board of Directors in Lieu of Organizational Meeting (Delaware Corporation) A form of written consent of the board of directors of a Delaware

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of FEDEX CORPORATION FedEx Corporation, a corporation organized and existing under the laws of the State of Delaware (the Corporation ), hereby certifies

VERSUS TECHNOLOGY, INC. A Delaware Corporation NOTICE OF SPECIAL MEETING OF SHAREHOLDERS to be held on April 29, 2016 To the Shareholders of Versus Technology, Inc.: A Special Meeting of Shareholders of

RESTATED CERTIFICATE OF INCORPORATION OF ROCKWELL COLLINS, INC. FIRST: The name of the Corporation is Rockwell Collins, Inc. SECOND: The Corporation's registered office in the State of Delaware is located